In-house counsel discuss best practices in managing international business

The globalization of corporate America is nothing new. Over the years, more and more companies have begun to extend their businesses outside of the U.S., and it’s no surprise that the expansion has led to unique challenges for legal departments.

One of the first breakout sessions during Day 1 of InsideCounsel’s 12th annual SuperConference highlighted best practices in working in such a global environment. The well-attended session, titled “Managing Your International Business,” consisted of three panelists from global companies: J. Scott Pagan, chief corporate officer and corporate secretary of Descartes; Ron Provenzano, senior vice president, deputy general counsel and chief compliance officer at RR Donnelley; and Andrea Charters, vice president and associate general counsel at Rosetta Stone. John Kolada, partner at Blake, Cassels & Graydon, moderated the session.

The panel kicked off with a discussion about hiring and working with local counsel in other countries. Naturally, the language barrier can present several issues. “Local counsel should be able to talk with you fluently in your language,” Charters said. “They need to communicate with you proficiently—and that shouldn’t just be junior-level people.”

Provenzano agreed, adding that communication has always been fundamental to the attorney-client relationship. He went on to advise that sometimes communication in writing is often more efficient.

The conversation soon shifted to best practices in finding outside counsel in foreign jurisdiction—a task that may be more difficult than it sounds. “We have in-house counsel outside of the U.S. to help with referrals,” Provenzano said. Charters chimed in to add that she often relies on fellow multinational business colleagues to help her find appropriate counsel, as well as organizations such as the Association of Corporate Counsel.

The panelists agreed that understanding the legal culture in a foreign jurisdiction is often among the greatest challenges. “When hiring counsel, don’t be overly broad,” advised Pagan, who added that being specific in what you need from counsel should factor heavily in your decision-making process.

The panelists concluded the session with a discussion about extraterritorial laws and conflict of laws—specifically discussing the Foreign Corrupt Practices Act (FCPA). “The consequences of violating the FCPA are dramatic,” Provenzano said. “Then add the global impact on top of that,” he added as he compared the FCPA to the U.K. Bribery Act.

Other topics presented in the session included the oversight of local counsel, compliance issues in foreign jurisdictions, employment issues as they relate to hiring local employees as well as sending U.S.-based employees to international work sites and internal controls.